HeliosDB Beta Program Agreement

BETA TESTING AGREEMENT

This Beta Testing Agreement (“Agreement”) is entered into as of [DATE] (“Effective Date”) by and between:

HeliosDB, Inc. Address: [HeliosDB Address] (“HeliosDB” or “Provider”)

AND

[CUSTOMER LEGAL NAME] Address: [Customer Address] (“Customer” or “Beta Tester”)

RECITALS

WHEREAS, HeliosDB has developed a multi-model database platform incorporating certain innovative features (the “Beta Software”);

WHEREAS, Customer desires to test and evaluate the Beta Software during the beta testing period;

WHEREAS, the parties wish to set forth the terms and conditions under which Customer will participate in HeliosDB’s beta testing program.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 “Beta Software” means the HeliosDB database platform, including the following Wave 1 innovations:

Conversational BI (Natural Language to SQL)
Multimodal Vector Search
Embedded+Cloud Unified Database
Real-Time Cost Optimization

And all associated documentation, APIs, SDKs, and tools provided by HeliosDB.

1.2 “Beta Period” means the period beginning on the Effective Date and ending on [END DATE], unless earlier terminated in accordance with Section 8.

1.3 “Confidential Information” means all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

1.4 “Feedback” means all suggestions, comments, input, ideas, or know-how, in any form, provided by Customer to HeliosDB concerning the Beta Software.

1.5 “Production Use” means use of the Beta Software to process live customer data or support business-critical operations.

2. BETA TIER AND SERVICES

2.1 Beta Tier: Customer is enrolled in the following beta tier:

[SELECT ONE]

☐ Tier 1: Free Beta

Price: $0
Duration: 3 months
Support: Community Slack + email support (best effort)
SLA: No SLA guarantee

☐ Tier 2: Pilot Beta

Price: $[AMOUNT] (50% discount from GA pricing of $[GA_AMOUNT])
Duration: 6 months
Support: Dedicated Slack channel + bi-weekly office hours
SLA: 99% uptime, <4 hour response time

☐ Tier 3: Early Adopter Beta

Price: $[AMOUNT] (30% discount from GA pricing of $[GA_AMOUNT])
Duration: 12 months
Support: Dedicated CSM + weekly office hours + 24/7 emergency support
SLA: 99.9% uptime, <1 hour response time, 24/7 on-call

2.2 Billing Terms (for Pilot and Early Adopter tiers):

Payment Schedule: ☐ Monthly ☐ Quarterly ☐ Annually ☐ Upfront
Payment Method: ☐ ACH ☐ Wire Transfer ☐ Credit Card
Invoice Terms: Net 30 days
First Payment Due: [DATE]

2.3 Services Included:

Access to Beta Software and documentation
Technical support as specified in Section 2.1
Migration assistance (up to [HOURS] hours included)
Training sessions ([NUMBER] sessions included)
Weekly/monthly usage reports
Access to beta customer Slack channel

3. GRANT OF LICENSE

3.1 License Grant: Subject to the terms of this Agreement, HeliosDB grants Customer a non-exclusive, non-transferable, revocable license to:

Install and use the Beta Software for internal testing and evaluation purposes
Integrate the Beta Software with Customer’s existing systems
Use the Beta Software for Production Use (with prior written approval from HeliosDB)

3.2 Restrictions: Customer shall not:

Distribute, sublicense, rent, lease, or lend the Beta Software
Reverse engineer, decompile, or disassemble the Beta Software
Remove or alter any proprietary notices on the Beta Software
Use the Beta Software for competitive analysis or benchmarking (without prior written consent)
Use the Beta Software in violation of applicable laws

3.3 Ownership: HeliosDB retains all right, title, and interest in and to the Beta Software, including all intellectual property rights.

4. CUSTOMER OBLIGATIONS

4.1 Testing and Feedback:

Free Beta Tier:

Provide weekly usage reports via automated telemetry
Participate in monthly feedback sessions (30 minutes)
Report bugs and issues via Slack or email
Provide public testimonial if beta is successful

Pilot Beta Tier:

Provide daily usage metrics via automated telemetry
Participate in bi-weekly feedback calls (30 minutes)
Report bugs and issues promptly
Participate in case study (if requested)
Serve as reference customer (up to 3 calls per quarter)

Early Adopter Tier:

Provide real-time usage telemetry
Participate in weekly feedback calls (60 minutes)
Report bugs and issues immediately
Co-develop custom features (roadmap input)
Participate in joint marketing (webinars, conferences)
Serve as executive reference customer (unlimited)
Provide detailed case study

4.2 Use Cases: Customer agrees to use the Beta Software for the following primary use case(s):

[DESCRIBE USE CASE]

4.3 Data Volume: Expected data volume and usage:

Data Size: [SIZE] (e.g., 100GB, 1TB, 10TB)
Queries per Day: [NUMBER]
Concurrent Users: [NUMBER]

4.4 Resource Requirements: Customer shall provide:

Appropriate infrastructure for testing
Qualified personnel for integration and testing
Timely responses to HeliosDB inquiries

5. SUPPORT AND SERVICE LEVEL

5.1 Support Channels:

Slack: heliosdb-beta.slack.com (24/7 access)
Email: beta-support@heliosdb.com
Emergency (Early Adopter only): +1-800-HELIOS-DB

5.2 Response Times:

Tier	Severity 1 (Critical)	Severity 2 (High)	Severity 3 (Medium)	Severity 4 (Low)
Free Beta	Best effort	Best effort	Best effort	Best effort
Pilot Beta	<4 hours	<8 hours	<24 hours	<48 hours
Early Adopter	<1 hour	<4 hours	<8 hours	<24 hours

Severity Definitions:

Severity 1: Production down, no workaround available
Severity 2: Production impaired, workaround available
Severity 3: Non-production issue, minor impact
Severity 4: General question, feature request

5.3 Service Level Agreement (SLA):

Free Beta: No SLA guarantee. Best effort support.

Pilot Beta:

Uptime: 99.0% (measured monthly)
Planned Maintenance: Up to 4 hours/month (with 48-hour notice)
SLA Credits: If uptime < 99%, Customer receives 10% credit on next month’s invoice

Early Adopter:

Uptime: 99.9% (measured monthly)
Planned Maintenance: Up to 2 hours/month (with 1-week notice)
SLA Credits:
- 99.5% - 99.9%: 10% credit
- 99.0% - 99.5%: 25% credit
- <99.0%: 50% credit

5.4 Exclusions: SLA does not apply to:

Customer’s network or infrastructure failures
Force majeure events
Scheduled maintenance (with notice)
Beta Software defects (inherent in beta software)

6. CONFIDENTIALITY

6.1 Confidential Information: Each party agrees to:

Hold the other party’s Confidential Information in strict confidence
Use Confidential Information only for purposes of this Agreement
Not disclose Confidential Information to third parties (except as permitted)
Protect Confidential Information with same care as own confidential information

6.2 Exclusions: Confidential Information does not include information that:

Is publicly available (not through breach of this Agreement)
Was rightfully known prior to disclosure
Is independently developed without use of Confidential Information
Is rightfully received from a third party

6.3 Permitted Disclosures:

To employees, contractors, and advisors with a need to know
As required by law (with prior notice to disclosing party, if possible)

6.4 Beta Software Confidentiality: Customer acknowledges that the Beta Software is HeliosDB’s Confidential Information and agrees:

Not to disclose the existence or features of the Beta Software publicly
Not to publish benchmarks or performance data (without prior written consent)
To protect source code and proprietary algorithms

6.5 Return of Confidential Information: Upon termination, each party shall:

Return or destroy all Confidential Information
Certify destruction in writing (if requested)

7. FEEDBACK AND INTELLECTUAL PROPERTY

7.1 Feedback License: Customer grants HeliosDB a perpetual, irrevocable, worldwide, royalty-free license to:

Use, modify, and incorporate Feedback into the Beta Software
Distribute products incorporating Feedback
Sublicense Feedback to third parties

7.2 No Obligation: HeliosDB has no obligation to:

Incorporate Feedback into the Beta Software
Provide attribution for Feedback
Compensate Customer for Feedback

7.3 Ownership: All intellectual property rights in the Beta Software, including improvements and derivatives, remain with HeliosDB.

7.4 Customer Data: Customer retains all rights to Customer Data. HeliosDB may use anonymized, aggregated data for:

Product improvement
Performance benchmarking
Marketing materials (with prior approval)

8. TERM AND TERMINATION

8.1 Term: This Agreement begins on the Effective Date and continues until the end of the Beta Period, unless earlier terminated.

8.2 Termination by Either Party:

Either party may terminate this Agreement with 30 days’ written notice
HeliosDB may terminate immediately if Customer breaches this Agreement

8.3 Termination by HeliosDB:

HeliosDB may terminate the beta program at any time with 30 days’ notice
HeliosDB may terminate Customer’s access immediately for:
- Breach of confidentiality obligations
- Unauthorized use of Beta Software
- Violation of restrictions in Section 3.2

8.4 Effect of Termination:

Customer’s license to use Beta Software terminates immediately
Customer shall cease all use of Beta Software
Customer shall return or destroy all Confidential Information
Accrued payment obligations survive termination
Sections 6 (Confidentiality), 7 (Feedback), and 10 (Limitation of Liability) survive termination

8.5 Refunds (Pilot and Early Adopter only):

If HeliosDB terminates without cause: Pro-rata refund of prepaid fees
If Customer terminates: No refund (fees are non-refundable)
If terminated for breach: No refund

9. WARRANTIES AND DISCLAIMERS

9.1 Beta Software Disclaimer:

THE BETA SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. HELIOSDB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

- MERCHANTABILITY - FITNESS FOR A PARTICULAR PURPOSE - NON-INFRINGEMENT - ACCURACY OR RELIABILITY - UNINTERRUPTED OR ERROR-FREE OPERATION

9.2 Beta Nature: Customer acknowledges that:

Beta Software may contain bugs, errors, and defects
Beta Software is not suitable for production use (except with prior approval)
Beta Software may be modified or discontinued at any time
Beta Software may cause data loss or corruption

9.3 Data Backup: Customer is solely responsible for:

Backing up Customer Data
Testing backup and recovery procedures
Maintaining separate production systems

9.4 No Guarantee of GA Release: HeliosDB makes no guarantee that:

Beta Software will be released as a general availability (GA) product
GA product will include features from Beta Software
Pricing or terms will remain the same at GA

9.5 Customer Warranties: Customer represents and warrants that:

Customer has authority to enter into this Agreement
Customer’s use of Beta Software will comply with all applicable laws
Customer Data does not infringe third-party rights

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages:

IN NO EVENT SHALL HELIOSDB BE LIABLE FOR: - INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES - LOSS OF PROFITS, REVENUE, OR DATA - COST OF SUBSTITUTE GOODS OR SERVICES - BUSINESS INTERRUPTION

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Maximum Liability:

HELIOSDB’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED: - FREE BETA: $0 - PILOT BETA: TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM - EARLY ADOPTER: TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM

10.3 Exceptions: The limitations in this Section 10 do not apply to:

Customer’s breach of confidentiality obligations
Customer’s violation of HeliosDB’s intellectual property rights
Customer’s gross negligence or willful misconduct

11. CONVERSION TO GA

11.1 GA Conversion Option (Pilot and Early Adopter only):

Upon general availability (GA) release of the Beta Software, Customer has the option to convert to a GA subscription under the following terms:

Pilot Beta:

Conversion Pricing: Customer may lock in current beta pricing (50% discount) for an additional [6/12] months after GA
Conversion Timeline: Must convert within 30 days of GA release
Minimum Commitment: [12/24] month GA contract

Early Adopter:

Conversion Pricing: Customer may lock in current beta pricing (30% discount) for an additional [12/24] months after GA
Conversion Timeline: Automatic conversion unless Customer opts out
Minimum Commitment: [24/36] month GA contract
Additional Benefits:
- Priority feature requests
- Dedicated technical account manager
- Custom SLA terms available

11.2 GA Pricing: If Customer does not convert under Section 11.1, GA pricing will be:

[LIST GA PRICING FOR EACH INNOVATION]

11.3 Data Migration: HeliosDB will provide:

Migration assistance from Beta to GA environment
Data export tools (if Customer does not convert)
[30/60] days to migrate data after beta period ends

12. MARKETING AND PUBLICITY

12.1 Logo Usage:

HeliosDB may use Customer’s logo on its website and marketing materials to identify Customer as a beta customer
Customer may use HeliosDB’s logo to indicate participation in beta program

12.2 Case Studies (Pilot and Early Adopter only):

Customer agrees to participate in case study development
HeliosDB will provide draft for Customer approval
Customer has final approval rights before publication

12.3 Testimonials (All tiers):

Customer agrees to provide testimonial quote if beta is successful
Customer has approval rights before publication

12.4 Reference Calls:

Free Beta: Optional
Pilot Beta: Up to 3 reference calls per quarter
Early Adopter: Unlimited reference calls

12.5 Joint Marketing (Early Adopter only):

Customer agrees to participate in:
- Joint webinars (up to 2 per year)
- Conference speaking opportunities
- Press releases (with approval)

12.6 Opt-Out: Customer may opt out of marketing activities with 30 days’ written notice.

13. DATA PRIVACY AND SECURITY

13.1 Data Processing: HeliosDB will process Customer Data in accordance with:

This Agreement
HeliosDB’s Privacy Policy (available at www.heliosdb.com/privacy)
Applicable data protection laws (GDPR, CCPA, etc.)

13.2 Data Location: Customer Data will be stored in:

[SPECIFY REGION: US, EU, APAC, etc.]
Customer may request specific data residency (subject to approval)

13.3 Security Measures: HeliosDB implements:

Encryption at rest (AES-256)
Encryption in transit (TLS 1.3)
Role-based access control (RBAC)
Multi-factor authentication (MFA)
Regular security audits

13.4 Compliance: HeliosDB maintains:

SOC 2 Type II certification (in progress)
GDPR compliance
HIPAA compliance (for healthcare customers)
PCI-DSS compliance (for payment data)

13.5 Data Breach Notification: HeliosDB will notify Customer within 72 hours of any data breach affecting Customer Data.

13.6 Data Deletion: Upon request, HeliosDB will delete Customer Data within 30 days.

14. GENERAL PROVISIONS

14.1 Governing Law: This Agreement shall be governed by the laws of [STATE/COUNTRY], without regard to conflicts of law principles.

14.2 Dispute Resolution:

Negotiation: Parties will attempt to resolve disputes through good faith negotiation
Mediation: If negotiation fails, parties will attempt mediation
Arbitration: If mediation fails, disputes will be resolved through binding arbitration in [LOCATION]

14.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

14.4 Amendments: This Agreement may only be amended in writing signed by both parties.

14.5 Waiver: Failure to enforce any provision does not waive the right to enforce it later.

14.6 Severability: If any provision is invalid, the remaining provisions remain in effect.

14.7 Assignment: Customer may not assign this Agreement without HeliosDB’s prior written consent.

14.8 Force Majeure: Neither party is liable for delays due to events beyond its reasonable control.

14.9 Notices: All notices must be in writing and sent to:

HeliosDB: legal@heliosdb.com Customer: [CUSTOMER EMAIL]

14.10 Independent Contractors: The parties are independent contractors, not partners or agents.

15. ACCEPTANCE

By signing below, the parties agree to be bound by this Agreement.

HELIOSDB, INC.

Signature: ________________________ Name: [NAME] Title: [TITLE] Date: __________________

[CUSTOMER LEGAL NAME]

Signature: ________________________ Name: [NAME] Title: [TITLE] Date: __________________

EXHIBIT A: BETA SOFTWARE FEATURES

The following Wave 1 innovations are included in this Beta Agreement:

☐ Conversational BI

Natural Language to SQL (NL2SQL)
95%+ accuracy on complex queries
Multi-turn conversation support
Context preservation across sessions

☐ Multimodal Vector Search

Unified embeddings (text, image, audio, video)
Cross-modal search
HNSW index for fast similarity search
<50ms search latency

☐ Embedded+Cloud Unified

DuckDB-compatible local analytics
Seamless cloud sync
Offline-first architecture
Automatic conflict resolution

☐ Real-Time Cost Optimization

Live cost tracking (<1 minute lag)
Automatic query optimization (20-30% savings)
Per-query cost attribution
Budget alerts and forecasting

EXHIBIT B: PRICING

Beta Tier: [Free Beta / Pilot Beta / Early Adopter]

Pricing Details:

Beta Price: $[AMOUNT] per [month/quarter/year]
GA Price (for reference): $[AMOUNT] per [month/quarter/year]
Discount: [50% / 30%] off GA pricing
Payment Schedule: [Monthly/Quarterly/Annually/Upfront]

Included:

[NUMBER] users
[DATA VOLUME] storage
[NUMBER] queries per day
[HOURS] migration assistance
[NUMBER] training sessions
Support as specified in Section 2.1

Add-Ons (optional):

Additional users: $[AMOUNT] per user per month
Additional storage: $[AMOUNT] per GB per month
Additional support hours: $[AMOUNT] per hour
Custom features: Quote upon request

EXHIBIT C: SLA TERMS

Uptime Definition: Percentage of time the Beta Software is available and operational in a given month.

Uptime Calculation:

Uptime % = (Total Minutes in Month - Downtime Minutes) / Total Minutes in Month × 100

Excluded Downtime:

Scheduled maintenance (with notice)
Force majeure events
Customer’s network or infrastructure failures
DDoS attacks or security incidents

SLA Credits:

Credits applied to next month’s invoice
Credits are sole remedy for SLA breaches
No credit if Customer is in breach of Agreement

END OF AGREEMENT

Confidential - HeliosDB Beta Program Version: 1.0 Last Updated: November 9, 2025